PURCHASE AND SALE AGREEMENT

Exhibit 2.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement” ) is dated October 14, 2009, by and among White Bear LLC, a Montana limited liability company ( “WB” ), YEP I, SICAV-FIS, a Luxembourg entity ( “Fund” and, together with WB, the “Sellers” ), and Magellan Petroleum Corporation, a Delaware corporation (the “Purchaser” ).

WHEREAS, WB immediately prior to Closing will own a 58.3086 percent membership interest in Nautilus Poplar, LLC, a Montana limited liability company ( “NP” ), which owns and operates oil drilling, production and exploration rights and assets located in Roosevelt County, Montana, in and on the Northwest Poplar Field and East Poplar Unit (the “Business” );

WHEREAS, Fund immediately prior to Closing will own a 25.1466 percent membership interest in NP; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Sellers desire to sell, and the Purchaser desires to purchase, a 83.4552 percent membership interest in NP.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Sellers and the Purchaser agree as follows:

ARTICLE 1.

DEFINITIONS

1.1. Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

“Action” means any action, suit, inquiry, notice of violation, proceeding or investigation pending or threatened in writing against or affecting a Person, or any of such Person’s properties, before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local, tribal or foreign), stock market, stock exchange, or trading facility.

“Adjustment Amount” means an amount calculated and shown on Schedule 1.1 .

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 promulgated by the Commission.

“Amended and Restated NP Operating Agreement” means the Amended and Restated Operating Agreement of NP, in the form of Exhibit C hereto.

“Assignment” means the Assignment of Membership Interest from the Sellers to the Purchaser, dated as of the Closing Date, in the form of Exhibit A hereto.

“Bogachev Indemnity” means (i) a guaranty of the indemnification obligations of the Sellers under Section 4.4 of this Agreement, and (ii) a guaranty of the completion of an audit of the Financial Statements of NP, each in the form of the agreements attached as Exhibit D hereto.

“Business Day” means any day except Saturday, Sunday, and any day which is a federal legal holiday or a day on which banking institutions in the State of Montana are authorized or required by law or other governmental action to close.

“Closing” means the closing of the purchase and sale of the Purchased Interest pursuant to Article 2.

“Closing Date” means the Business Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may agree.

“Commission” means the U.S. Securities and Exchange Commission.

“Eastern” means Eastern Rider, LLC, a Colorado limited liability company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Financial Statements” has the meaning set forth in Section 3.1(g).

“Knowledge” means, with respect to NP, the Sellers or the Purchaser, the actual knowledge of the officers, managers or members, as the case may be, of such entities, without any obligation of such persons to conduct an investigation with respect to such matters.

“Lien” means any lien, charge, encumbrance, security interest, right of first refusal, or other restriction of any kind, except for the encumbrance in favor of Jonah Bank to secure an undrawn promissory note in the amount of $335,000 given by NP to secure possible draws on letters of credit in such amount issued by Jonah Bank with respect to the operations of NP.

-2-

“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity, or enforceability of any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of a Person, other than any such effect resulting from or relating to a decline in the price of oil and gas or (iii) a material and adverse impairment to a Person’s ability to perform on a timely basis its obligations under any Transaction Document.

“NP Operating Agreement” means that certain Operating Agreement of Nautilus Poplar, LLC, dated effective as of January 1, 2007, as amended.

“Oil and Gas Interests” means all oil, gas or other mineral properties, rights and estates of every kind and nature, including, without limitation, the oil and gas leasehold interests, royalty interests, mineral interests, production payments, net profits interests and surface interests.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Purchase Price” means the aggregate purchase price for the Purchased Interest purchased by the Purchaser pursuant to this Agreement.

“Purchased Interest” has the meaning set forth in Section 2.1.

“Purchaser Common Stock” means the common stock of the Purchaser, par value $.01 per share, and any securities into which such common stock may hereafter be reclassified.

“Purchaser Deliverables” has the meaning set forth in Section 2.4(b).

“Registration Rights Agreement” means the First Amendment to Registration Rights Agreement, in the form of Exhibit B hereto, dated as of the Closing Date, among the Purchaser, Young Energy Prize S.A. ( “YEP” ), and Fund, which amends the existing Registration Rights Agreement dated as of July 9, 2009 between the Purchaser and YEP to, inter alia , add Fund as a party thereto and to include as “Registrable Securities” thereunder the shares of the Purchaser Common Stock to be issued to Fund pursuant to this Agreement.

-3-

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Sellers of the shares of the Purchaser Common Stock to be issued hereunder.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Reports” has the meaning set forth in Section 3.2(f).

“Securities” means the Purchased Interest and/or the shares of the Purchaser Common Stock to be issued hereunder.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Deliverables” has the meaning set forth in Section 2.4(a).

“Seller Party” has the meaning set forth in Section 4.4(a).

“Tech” means Nautilus Technical Group, LLC, a Colorado limited liability company.

“Trading Day” means a day on which the Purchaser Common Stock is traded on a Trading Market.

“Trading Market” means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market, the NASDAQ Capital Market, or the OTC Bulletin Board on which the Purchaser Common Stock is listed or quoted for trading on the date in question.

“Transaction Documents” means this Agreement, the Assignment, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

ARTICLE 2.

PURCHASE AND SALE

2.1. Purchase and Sale of Membership Interest . Subject to the terms and conditions set forth in this Agreement, at the Closing the Sellers shall sell to the Purchaser and the Purchaser shall purchase from the Sellers, in the aggregate, a 83.4552 percent membership interest in NP (the “Purchased Interest”) for a Purchase Price in an amount equal to $10,901,336 less the Adjustment Amount. The Purchased Interest and the Purchase Price shall be allocated between the Sellers in proportion to their respective membership interests in NP. !

-4-

2.2. Payment of Purchase Price . The Purchase Price shall be payable to the Sellers at Closing as follows:

(a) The Purchaser shall issue to Fund 1,700,000 shares of the Purchaser Common Stock (or such lesser amount necessary to keep such amount from not equaling the 5 percent threshold contemplated by Section 5635(a)(2) of the NASDAQ listing standards), which shall be valued at $1.40 per share; and

(b) The balance of the Purchase Price shall be paid by the Purchaser in immediately available funds, by wire transfer to an account or accounts designated in writing by the Sellers for such purpose.

2.3. Closing . The Closing shall take place at the offices of Bernstein Shur, 100 Middle Street, Portland, Maine, on the Closing Date or at such other location or time as the parties may agree.

2.4. Closing Deliveries .

(a) At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser the following (the “Seller Deliverables ”):

(i) The duly executed Assignment by the Sellers;

(ii) The duly executed signature page of the Registration Rights Agreement for the Sellers;

(iii) A certificate executed by each Seller to the effect that, except as otherwise stated in such certificate, each of such Seller’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respect as of the Closing Date;

(iv) The Amended and Restated NP Operating Agreement executed by each member of NP;

(v) The Bogachev Indemnity, executed by Nikolay V. Bogachev; and

-5-

(vi) Such other documents, certifications or evidence of the Sellers’ authority reasonably requested by the Purchaser or its counsel, as well as such other documents or instruments contemplated by this Agreement.

(b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers the following (the “Purchaser Deliverables” ):

(i) A certificate or certificates representing the shares of the Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and such time as is necessary for AST to issue such certificate(s);

(ii) The balance of the Purchase Price in immediately available funds pursuant to Section 2.2(b);

(iii) The duly executed acceptance of the Assignment by the Purchaser;

(iv) The duly executed signature page of the Registration Rights Agreement for the Purchaser;

(v) A certificate executed by the Purchaser to the effect that, except as otherwise stated in such certificate, each of the Purchaser’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date;

(vi) A duly executed counterpart signature page to the NP Operating Agreement for the Purchaser; and

(vii) Such other documents, certifications or evidence of the Purchaser’s authority reasonably requested by the Sellers or their counsel, as well as such other documents or instruments contemplated by this Agreement.

-6-

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

3.1. Representations and Warranties of the Sellers . Each Seller, for itself and not the other Seller, hereby makes the following representations and warranties to the Purchaser:

(a) Organization and Qualification . The Seller and NP are duly incorporated or otherwise organized, validly existing, and each is in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on the Business as currently conducted. Neither the Seller nor NP is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws, or other organizational or charter documents, except where the violation would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. The Seller and NP are duly qualified to conduct their respective businesses, and each is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(b) Authorization; Enforcement . The Seller has the requisite power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Seller and the consummation by it of the transactions contemplated thereby shall have been duly authorized by all necessary action on the part of the Seller and no further action shall be required by the Seller in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Seller, and each Transaction Document, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(c) No Conflicts . The execution, delivery, and performance of the Transaction Documents by the Seller and the consummation by the Seller of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Seller’s or NP’s certificate or articles of incorporation, bylaws, or other organizational or charter documents, or (ii) conflict with,

-7-

or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation (with or without notice, lapse of time, or both) of, any agreement or other instrument or other understanding to which the Seller or NP is a party or by which any property or asset of the Seller or NP is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree, or other restriction of any court or governmental authority to which the Seller or NP is subject, or by which any property or asset of the Seller or NP is bound or affected; except in the case of clause (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(d) Filings, Consents, and Approvals . The Seller is not required to obtain any consent, waiver, authorization, or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local, tribal, or other United States or foreign governmental authority in connection with the execution, delivery, and performance by the Seller of the Transaction Documents.

(e) Title to Purchased Interest . The Seller holds its portion of the Purchased Interest free and clear of all liens and encumbrances. There are no restrictions on the right of the Seller to transfer its portion of the Purchased Interest to the Purchaser other than the restrictions on transfer under the NP Operating Agreement, which will be waived with respect to this Agreement prior to the Closing as set forth in Section 2.4(a)(iv) and (v) above.

(f) Ownership of NP . As of immediately prior to the Closing, the members of NP will be (i) WB, with a 58.3086 percent membership interest, (ii) Fund, with a 25.1466 percent membership interest, (iii) Tech, with a 10.0000 percent membership interest, and (iv) Eastern, with a 6.5448 percent membership interest. Except for the rights of first refusal set forth in Sections 11.2 and 11.3 of the NP Operating Agreement, no membership interests or other securities of NP are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. There are no outstanding options, warrants, scrip rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities, rights, or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any membership interest or other securities of NP, or contracts, commitments, understandings, or arrangements by which NP is or may become bound to issue additional membership interests or other securities.

-8-

(g) Financial Statements; Bonds . The Sellers have delivered to the Purchaser the unaudited balance sheet of NP dated as of August 31, 2009, together with the related unaudited statements of income and cash flow for the 2009 period then ended (collectively, the “Financial Statements” ). The Financial Statements (i) are true and correct in all material respects and fairly present the financial position of NP as of and for the dates thereof and its results of operations and cash flows for the 2009 period then ended, and (ii) to the Knowledge of the Sellers and NP, were compiled from books and records regularly maintained by management of NP and used to prepare the Financial Statements in accordance with GAAP (i.e., United States generally accepted accounting principles, consistently applied). Attached hereto as Schedule 3.1(g) is a true, complete and correct list of all bonds, letters of credit or other instruments securing bonding obligations or contingent obligations of NP or its assets or properties, identified by each such obligation.

(h) Material Changes . Since July 31, 2009, (i) there has been no event, occurrence, or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) NP has not incurred any liabilities (contingent or otherwise) other than trade payables, accrued expenses, and other liabilities incurred in the ordinary course of business consistent with past practice, and (iii) NP has not declared or made any distribution of cash or other property to its members or purchased, redeemed, or made any agreements to purchase or redeem any membership interest.

(i) Litigation .

(i) There is no Action pending or, to the Knowledge of NP or the Sellers, threatened against or relating to the Sellers, NP, the Business or the assets or properties of NP which (A) adversely affects or challenges the legality, validity, or enforceability of any of the Transaction Documents or the Purchased Interest or (B) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect on the Business or condition of NP; and

-9-

(ii) There are no orders issued by any court or regulatory authority against NP relating to any of its respective assets or properties or the Business which could, individually or in the aggregate with other such orders, have or reasonably be expected to result in a Material Adverse Effect on the Business or condition of NP.

(j) Assets and Properties . Attached hereto as Schedule 3.1(j) is a true, complete and correct list of all of NP’s (i) material personal and intangible properties, including any equity interests in any entities, (ii) Oil and Gas Interests, and (iii) unit agreements, operating agreements, participation agreements, marketing or development agreements, and other contracts that are material to the operation of the Business ( “Contracts” ).

(k) Compliance . NP (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by NP under), nor does NP or the Sellers have Knowledge of a claim that it is in default under or that it is in violation of, any material Contract or agreement or instrument to which it is a party or by which it or any of its properties is bound (except where such default or violation has been waived), including but not limited to the operating agreements currently in effect with respect to its oil properties, or to the Sellers’ or NP’s Knowledge, (ii) is not in violation of any order of any court, arbitrator, or governmental body, or (iii) is not, nor has it been, in violation of any statute, rule, or regulation of any governmental authority, including without limitation all federal, state, and local laws relating to taxes, the exploration for or production of oil, environmental protection, occupational health and safety, and employment and labor matters; except in the case of clause (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(l) Regulatory Permits . NP possesses all certificates, authorizations, and permits issued by the appropriate federal, state or local, regulatory authorities necessary to conduct its business, except where the failure to possess such permits could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, and NP has not received any written notice of proceedings relating to the revocation or modification of any such permits.

-10-

(m) Title to Assets . NP has good and marketable title to all personal property owned by it that is material to its business, in each case, except as set forth in Schedule 3.1(m) , free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by NP. Any personal property or real property and facilities held under lease by NP is held by it under valid, subsisting, and enforceable leases of which NP is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. NP holds defensible title to its Oil and Gas Interests which title: (i) is free from reasonable doubt to the end that a prudent person engaged in the business of purchasing and owning, developing, and operating producing oil and gas properties with knowledge of all the facts and their legal bearing would be willing to accept the same; (ii) entitles NP to receive not less than the net revenue interest for each well and unit as listed on Schedule 3.1(j)(ii) ; (iii) obligates NP to bear costs and expenses relating to the maintenance, development, operation and the production of petroleum substances from each well and unit as listed on Schedule 3.1(j)(ii) (unit interest or leasehold interest, as applicable) in an amount not greater than the working interest therefor as set forth on Schedule 3.1(j)(ii) unless there is a corresponding increase in the net revenue interest for such well or unit listed on Schedule 3.1(j)(ii) ; and (iv) except as set forth on Schedule 3.1(m) , is free and clear of encumbrances, liens and defects that would create a material impairment of use and enjoyment of or loss of interest in the affected property. Except as set forth on Schedule 3.1(j)(ii) , the Oil and Gas Interests constitute a 68.75 percent undivided working interest in the East Poplar Unit and Northwest Poplar oil and gas fields in Roosevelt County, Montana (the “Property” ) and each of the following parties own the corresponding percentages in the Property shown below:

Except as set forth on Schedule 3.1(m) , other than royalty holders, no other parties have any ownership interest in the Property. Except as set forth in the operating agreements for the Property or the other agreements listed in Schedule 3.1(j)(iii) , (i) no other parties have the right to acquire any interest in the Property from NP, and (ii) no owner of the Property other than NP has any right to market or sell any drilling rights in the Property or otherwise develop the Property, or to undertake any drilling operations or control the operation of the Property.

-11-

(n) Affiliate Transactions . Except as disclosed in Schedule 3.1(n) , (i) there is no indebtedness between NP and any of its members or officers or their Affiliates, (ii) no member or officer of NP, or any of their Affiliates, provides any assets, services or facilities to NP, and (iii) NP does not provide any assets, services or facilities to any member or officer of NP or to any of their Affiliates.

(o) Insurance . Attached hereto as Schedule 3.1(o) is a true, complete and correct list of all insurance policies held by NP, setting forth coverage amounts, together with an insurance claims history of NP’s operation of its oil field operations and assets, including, without limitation, any worker’s compensation claims. NP is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which NP is engaged. The Seller has no reason to believe that NP will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business on terms consistent with market for NP’s business.

(p) Taxes . NP has paid or reserved an amount adequate to pay all ad valorem, real and personal property and other similar forms of taxes that are due or which have accrued on NP’s assets or Business on or before the Closing Date, including, without limitation, all sales and use taxes and oil and gas production taxes that are based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom with respect to the Oil and Gas Interests, or similar taxes applicable to oil and gas production, in each such case, prior to the Closing Date, that are assessed by, or due and payable to, any federal, state, local or tribal government or regulatory body.

(q) Audits . NP is not currently undergoing (i) as operator, any unresolved audit of the joint account under any joint operating agreement, or (ii) any audits conducted by the U.S. Minerals Management Service or federal, state, local or tribal government for the improper payment of or miscalculation of royalties, overriding royalties or oil and gas taxes attributable to production of hydrocarbons from or ownership of the Oil and Gas Interests.

-12-

(r) Environmental Matters . NP is in material compliance with all applicable federal, state, local, tribal, and foreign laws, regulations, rules, ordinances, and orders which impose requirements upon NP relating to environmental protection, hazardous substances, or public or employee health and safety (collectively, “ Environmental Laws ”). NP is not subject to any pending or threatened claim alleging that NP, its businesses, or any of its assets is in violation of any Environmental Law and, to the Knowledge of NP and the Sellers, NP’s property is not in a condition which would require it to take remedial action. Neither NP nor the Sellers has any Knowledge of and has not received any notice or other communication, whether oral or written, from any governmental authority or other Person regarding, any actual, alleged, possible, or potential violation of, or failure to comply with, any applicable Environmental Law.

(s) Employees and Benefits .

(i) Schedule 3.1(s)(i) contains a true and complete list of each of the employee benefit plans offered or maintained by NP (“Benefit Plans”) and identifies each of the Benefit Plans that is a qualified plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(ii) Schedule 3.1(s)(ii) contains a true and complete list of the employees of NP as of September 15, 2009, together with the current rate of compensation for each such employee. No employee of NP has an employment contract, or the right to receive any payment or benefits under any severance, deferred compensation or similar arrangement or agreement.

(iii) Each of the Benefit Plans is, and its administration is and has been since inception, in compliance with its terms and, where applicable, with ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), in all respects, except for such failure to comply which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Business or condition of NP.

(iv) To the Knowledge of the Sellers, there are no pending claims by or on behalf of any Benefit Plan, by any employee of NP (or a beneficiary of such an employee), which allege violation of law which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Business or condition of NP.

-13-

(t) Lease and Contract Compliance . To the Knowledge of NP or the Sellers, (i) the material terms of all leases, operating agreements, surface access agreements, and other contracts or agreements respecting the Oil and Gas Interests listed on Schedule 3.1(j) can be found either of record in the county in which the Oil and Gas Interests are located or are reflected or referenced in NP’s files, and (ii) all such contracts or agreements are currently in full force and effect in accordance with their applicable terms.

(u) Lease Termination Notice . To the Knowledge of NP or the Sellers, NP has received no notice of termination of any of the leases respecting the Oil and Gas Interests.

(v) Surface Access . To the Knowledge of NP or the Sellers, there are no third-party surface use or access agreements currently in force and effect that would materially interfere with the Business, and NP has the necessary surface use and access agreements to operate the Business.

(w) Plugging and Abandonment . To the Knowledge of NP or the Sellers, (i) none of the producing wells associated with NP’s Oil and Gas Interests has been represented, either in pending Authorization for Expenditure (AFE) or other written proposal to other well participants, as being in need of being plugged and abandoned, (ii) any wells associated with NP’s Oil and Gas Interests that have been plugged and abandoned while NP has been the operator of the Business have been properly plugged and abandoned pursuant to applicable laws and regulations, and (iii) NP has identified wells associated with its Oil and Gas Interests that were plugged and abandoned prior to the time NP became operator of the Business and has identified on Schedule 3.1(w) any such wells that to the Knowledge of NP or the Sellers were or are the subject of regulatory action as to whether such wells were properly plugged and abandoned pursuant to applicable laws and regulations.

(x) Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Seller to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank, or other Person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims (other than such fees or commissions owed by the Purchaser pursuant to written agreements executed by the Purchaser which fees or commissions shall be the sole responsibility of the Purchaser) made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

-14-

(y) Operation of the Business . Since the date of the Financial Statements, NP has operated the Business in the ordinary course of business consistent with NP’s past practice.

(z) Investment Intent . Fund is acquiring the shares of the Purchaser Common Stock hereunder as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such shares in violation of the Securi